Form 8-K - Current report

0001702750false00017027502024-05-242024-05-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 24, 2024

BYLINE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-38139		36-3012593
(Commission File Number)		(I.R.S. Employer Identification No.)
180 North LaSalle Street, Suite 300
Chicago, Illinois		60601
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 1.01.	Entry into a Material Definitive Agreement.

As previously disclosed, on May 26, 2023, Byline Bancorp, Inc. (the “Company”) entered into a Second Amended and Restated Term Loan and Revolving Credit Agreement with CIBC Bank USA (the “Lender”).

 

On May 24, 2024, the Company entered into the First Amendment to the Second Amended and Restated Term Loan and Revolving Credit Agreement (the “Amendment") with the Lender, which is effective May 26, 2024, and provides for (1) the renewal of the revolving line-of-credit facility of up to $15,000,000, and (2) extending its maturity date to May 25, 2025.

 

The foregoing description of the Amendment is only a brief summary and is qualified in its entirety by the complete terms of the Amendment, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

 

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated herein by reference.

 

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	First Amendment to Second Amended and Restated Term Loan and Revolving Credit Agreement, dated May 24, 2024, but effective May 26, 2024, by and between Byline Bancorp, Inc. and CIBC Bank USA
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				BYLINE BANCORP, INC.
Date: May 30, 2024				By:	/s/ Robert R. Herencia
				Name:	Roberto R. Herencia
				Title:	Executive Chairman and CEO

 

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EXHIBIT 10.1

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT

 

 

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT is dated May 24, 2024, but effective May 26, 2024 (the “First Amendment”), and is by and between Byline Bancorp, Inc., a Delaware corporation (“Borrower”), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, an Illinois chartered bank (together with successors and assigns, the “Lender”), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.

 

RECITALS:

A. The Borrower and the Lender have heretofore executed a Second Amended and Restated Revolving Credit Agreement dated May 26, 2023 (as amended from time to time, collectively, the “Loan Agreement”), which may be further amended from time to time, and the Borrower (and if applicable, certain third parties) has executed a Negative Pledge Agreement dated October 11, 2018, as amended by First Amendment thereto dated October 9, 2020, and as amended by Second Amendment thereto dated May 26, 2023, an Eighth Amended Revolving Note dated May 26, 2023, a Term Note dated May 26, 2023, and such other documents which may or may not be identified in the Loan Agreement and certain other related documents (collectively, together with the Loan Agreement, the “Loan Documents”), setting forth the terms and conditions upon which the Borrower may obtain loans from time to time as provided by (a) a revolving line-of-credit facility (the “Revolving Loans”) in the principal amount of up to Fifteen Million and 00/100ths Dollars ($15,000,000.00), and (b) a term loan facility (the “Term Loan”) in the principal amount of up to Twenty Million and 00/100ths Dollars ($20,000,000.00), as may be amended from time to time.

B. The Borrower has requested and the Lender has agreed to extend the maturity date of the Revolving Loans and to make certain modifications to the Loan Agreement and Loan Documents as described below.

C. The Lender has agreed to such modifications, but only on the terms and conditions outlined in this First Amendment.

 

AGREEMENTS:

 

 

1.

Section 1.1, Definitions, of the Loan Agreement is hereby amended by deleting the definition of “Revolving Loan Maturity Date” and replacing it as follows:

 

““Revolving Loan Maturity Date” means the earlier to occur of May 25, 2025, or the Termination Date.”

 

The Borrower has executed a Ninth Amended Revolving Note to reflect that the Revolving Loan Maturity Date is May 25,2025.

 

2.

Conflicts. In the event of a conflict between the terms and conditions or the definitions of terms in the Loan Agreement, the other Loan Documents and the terms and conditions or the definitions of said terms provided herein, the terms and conditions and the definition of said terms as provided herein shall control. Terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement and the other Loan Documents.

 

3.

Effectiveness of Prior Documents. Except as specifically modified hereby, the Loan Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms. All warranties and representations contained in the Loan Agreement and the other Loan Documents shall be deemed remade and affirmed as of the date hereof by the Borrower, except any and all references to the Loan Agreement

2394589v1

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in such representations, warranties and covenants shall be deemed to include the Loan Agreement as amended by this First Amendment. All collateral previously provided to secure the Loan Agreement continues as security, and all guaranties, if any, guaranteeing obligations under the Loan Documents remain in full force and effect. This is a First Amendment, not a novation.

 

4.

Preconditions of Effectiveness. This First Amendment shall become effective only upon the execution by the Borrower and the Lender, and approval by any other third party required by the Lender.

 

5.

No Waiver of Defaults; Warranties. This First Amendment shall not be construed as or be deemed to be a waiver by the Lender of existing defaults by the Borrower, whether known or undiscovered. All agreements, representations and warranties made herein shall survive the execution of this First Amendment.

 

6.

Counterparts. This First Amendment may be signed in any number of counterparts, each of which shall be construed an original, but when taken together shall constitute one document.

 

7.

Authorization. The Borrower represents and warrants that the execution, delivery and performance of this First Amendment and the documents referenced herein are within the powers and authority of the Borrower and have been duly authorized by all necessary action and do not and will not contravene or conflict with the Articles of Incorporation or Bylaws of the Borrower.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

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Dated: May 24, 2024.

 

BORROWER:

Byline Bancorp, Inc., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation

 

 

By: /s/ Alberto Paracchini

Name/ Title: Alberto Paracchini, President

 

 

 

NEGATIVE PLEDGE AFFIRMATION AND CONSENT

 

BYLINE BANCORP, INC., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation, its capacity as Borrower under the Negative Pledge Agreement, as may be amended, hereby consents to and agrees to the terms of the foregoing First Amendment, as of the day and year first above written.

 

Byline Bancorp, Inc., a Delaware corporation, successor by merger to Byline Bancorp, Inc, an Illinois corporation

 

 

By: /s/ Alberto Paracchini

Name/ Title: Alberto Paracchini, President

 

 

ACCEPTED AND AGREED TO: LENDER:

 

CIBC BANK USA

 

By: /s/ Charles J. Griffin

Name: Charles J. Griffin

Title: Managing Director

 

[signature page of First Amendment]

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Document and Entity Information	May 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 24, 2024
Entity Registrant Name	BYLINE BANCORP, INC.
Entity Central Index Key	0001702750
Entity Emerging Growth Company	false
Entity File Number	001-38139
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3012593
Entity Address, Address Line One	180 North LaSalle Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	773
Local Phone Number	244-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock
Trading Symbol	BY
Name of each exchange on which registered	NYSE

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